M-tron Industries, Inc. Announces 2024 Annual Meeting of Stockholders on June 11, 2024

TL;DR

<b>M-tron Industries, Inc. will hold its 2024 Annual Meeting of Stockholders on June 11, 2024, to elect directors, approve executive compensation, and ratify auditor appointments.</b>

AI Summary

M-tron Industries, Inc. (MPTI) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. M-tron Industries, Inc. will hold its 2024 Annual Meeting of Stockholders on June 11, 2024, at 10:00 a.m. EDT in Greenwich, Connecticut. The meeting agenda includes the election of eight directors, advisory approval of executive compensation for 2023, and ratification of PKF O’Connor Davies, LLP as the independent auditor for 2024. Stockholders of record as of April 15, 2024, are eligible to vote. The company is encouraging stockholders to vote by proxy via mail, telephone, or internet. Proxy materials, including the proxy statement and the 2023 Form 10-K, are available online.

Why It Matters

For investors and stakeholders tracking M-tron Industries, Inc., this filing contains several important signals. The annual meeting is a key governance event where shareholders exercise their voting rights on critical company matters, including board composition and executive pay. The ratification of the independent auditor ensures continued financial oversight and compliance with regulatory standards.

Risk Assessment

Risk Level: low — M-tron Industries, Inc. shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials carefully and vote their shares to participate in the company's governance.

Key Numbers

• 8 — Directors to be elected (To serve until the 2025 Annual Meeting of Stockholders.)
• 2023 — Fiscal Year for Executive Compensation (Compensation for this year will be subject to advisory approval.)
• 2024 — Fiscal Year for Independent Auditor (PKF O’Connor Davies, LLP is proposed for ratification.)

Key Players & Entities

• M-tron Industries, Inc. (company) — Registrant and filer of the proxy statement.
• June 11, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders.
• April 15, 2024 (date) — Record date for determining stockholders eligible to vote.
• PKF O’Connor Davies, LLP (company) — Proposed independent registered public accounting firm.
• Bel Lazar (person) — Chairman of the Board.

FAQ

Risk Factors

• Compliance with SEC Filing Requirements [medium — regulatory]: Failure to comply with SEC regulations regarding proxy statements and annual filings could result in penalties or sanctions.
• Conduct of the Annual Meeting [low — operational]: Disruptions or procedural issues at the annual meeting could impact the company's governance processes.

Industry Context

M-tron Industries, Inc. operates in the electronic components sector, and its annual meeting is a standard corporate governance event.

Regulatory Implications

The filing adheres to the requirements of Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and executive compensation.
2. Vote your shares by the deadline, either in person or by proxy.
3. Ensure your contact information is up-to-date with the company's transfer agent.

Key Dates

• 2024-06-11: 2024 Annual Meeting of Stockholders — Key date for voting on corporate matters.
• 2024-04-15: Record Date — Determines eligibility to vote at the Annual Meeting.
• 2024-04-29: Filing Date of Proxy Statement — Indicates when the proxy materials were made public.

Year-Over-Year Comparison

This is the initial filing of the 2024 proxy statement, providing details for the upcoming annual meeting.

Filing Documents

• mpti20240326_def14a.htm (DEF 14A) — 364KB
• logo.jpg (GRAPHIC) — 8KB
• page1.jpg (GRAPHIC) — 94KB
• page2.jpg (GRAPHIC) — 88KB
• 0001437749-24-013727.txt (&nbsp;) — 628KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Proposals to be Voted On 7 Proposal No. 1 – Election of Directors 7 Proposal No. 2 – Advisory Vote on Executive Compensation 10 Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 11 Company Overview 12 Corporate Governance 12 Director Independence 12 Board and Committee Meetings 12 Board Committees 13 Director Nominations 13 Board Leadership Structure 14 Board Role in Risk Oversight 14 Stockholder Communications 14 Code of Business Conduct and Ethics 14 Transactions with Related Persons, Promoters and Certain Control Persons 14 Agreements with LGL Group Prior to the Separation 15 Delinquent Section 16(a) Reports 15 Hedging or Pledging of Stock 15 Clawback Policy 15 Report of the Audit Committee 16

Executive Compensation

Executive Compensation 17 Overview 17 Compensation Philosophy and Objectives 17 Determination of Compensation Awards 17 Consideration of "Say-on-Pay" Advisory Vote 17 Compensation Benchmarking 18 Elements of Compensation 18 Employment Agreements 18 Named Executive Officers 19 Summary Compensation Table 19 Outstanding Equity Awards at Year End 19 Non-Employee Director Compensation 20 Equity Compensation Plan Information 20 Stockholder Proposals 21 Annual Report 22 Householding of Proxy Materials 22 Table of Contents PROXY STATEMENT This Proxy Statement is furnished by the Board of Directors (the "Board") of M-tron Industries, Inc. in connection with the solicitation of proxies for use at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday, June 11, 2024, at 10:00 a.m. EDT, at the Bruce Museum, located at One Museum Drive, Greenwich, Connecticut 06830, and any adjournments or postponements thereof. This Proxy Statement along with either a proxy card or a voting instruction card are being mailed to stockholders beginning on or about April 29, 2024. Unless the context otherwise requires, in this Proxy Statement, the terms "we," "our," "us," "MtronPTI" and the "Company" refer to M-tron Industries, Inc. and its subsidiaries. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Why did I receive this Proxy Statement? The Board is soliciting your proxy to vote at the Annual Meeting because you were a stockholder at the close of business on April 15, 2024, the record date for the Annual Meeting, and are entitled to vote at the Annual Meeting. This Proxy Statement provides important information regarding the matters to be acted on at the Annual Meeting and is designed to assist you in voting. You do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using any of the methods discussed below under the question "How do I vote?".

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the number of shares of our common stock beneficially owned on April 15, 2024, by: Each person who is known to us to beneficially own more than 5% of our common stock; Each of our directors, nominees and named executive officers; and All of our directors and executive officers, as a group. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in the footnotes below, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Except as otherwise set forth below, the address of each of the persons listed below is: M-tron Industries, Inc., 2525 Shader Road, Orlando, Florida 32804. Common Stock Beneficially Owned (1) Name and Address of Beneficial Owner Shares % 5% Stockholders: Mario Gabelli 374,010 (2) 13.4 Directors and Named Executive Officers: Marc Gabelli 110,241 (3) 3.9 James Tivy (4) 25,004 (5) * Michael Ferrantino 19,611 * Linda Biles 17,960 (6) * William Drafts 10,008 (6) * Hendi Susanto 6,093 * Bel Laz

View Full Filing

View this DEF 14A filing on SEC EDGAR